8-KMaterial Agreements

CURTISS WRIGHT CORP 8-K Report, Material Agreement (Oct 16, 2006)

Filed October 16, 2006For Securities:CW

Summary

Curtiss-Wright Corporation (CW) filed an 8-K on October 16, 2006, to report a material definitive agreement: a Restricted Stock Unit Retention Agreement with Dave Adams, Vice President and President of Curtiss-Wright Controls, Inc. This agreement is significant for employee retention and executive compensation, granting Mr. Adams 31,948 restricted stock units equivalent to $1 million in value as of September 26, 2006. The agreement is designed to retain key executive talent, with a vesting period extending to October 12, 2016, contingent on continued employment and avoidance of termination for cause. The structure allows for flexibility in converting units to common stock or deferring conversion under IRS Section 409A, and includes provisions for immediate vesting in cases of death, disability, or change in control, all of which are important considerations for the company's human capital management and potential future share dilution.

Key Highlights

  • 1Curtiss-Wright entered into a Restricted Stock Unit Retention Agreement with key executive Dave Adams on October 16, 2006.
  • 2Mr. Adams, VP and President of Curtiss-Wright Controls, Inc., was granted 31,948 restricted stock units.
  • 3The grant's value is equivalent to $1,000,000 based on the stock price as of September 26, 2006.
  • 4The stock units are scheduled to vest on October 12, 2016, subject to continued employment and avoidance of termination for 'Cause'.
  • 5The agreement allows Mr. Adams to elect conversion to common stock or deferral under Section 409A of the Internal Revenue Code before December 31, 2015.
  • 6Provisions for immediate vesting are included for death, disability, or a Change in Control of the company.
  • 7Anti-dilutive adjustments are incorporated to account for future corporate events like stock splits or reorganizations.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose a material definitive agreement: a restricted stock unit retention agreement entered into with a key executive, Dave Adams, which is designed to incentivize and retain his services with Curtiss-Wright Corporation.

Mr. Adams received 31,948 restricted stock units, valued at approximately $1,000,000 as of September 26, 2006. These units are set to vest on October 12, 2016, provided he remains employed and is not terminated for cause.

The units will vest immediately upon Mr. Adams' death or disability, or in the event of a Change in Control of Curtiss-Wright. If Mr. Adams voluntarily leaves or is terminated for cause before the vesting date, the units will likely be forfeited as per the agreement's terms.

The grant itself does not immediately affect the number of shares outstanding as it's in the form of restricted stock units. However, upon vesting and conversion to common stock, new shares will be issued or treasury shares used, which can impact share count. The agreement also includes anti-dilutive adjustments to protect the value of the units in case of stock splits, recapitalizations, or other corporate events.